8-K

 1
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549



                                   Form 8-K



                                CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Item 2-July 25, 2001; Item 4-May 30, 2001; Item 5-July 27, 2001
       ---------------------------------------------------------------
               (Date of Report: Date of earliest event reported)


                         LEXON TECHNOLOGIES, INC.

      (Exact name of registrant as specified in its charter)


          Delaware                   0-24721             87-0502701
- ---------------------------- -----------------------  --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
 of incorporation)



              1401 Brook Drive, Downers Grove, Illinois 60515
              --------------------------------------------------
                    (Address of principal executive office)



Registrant's telephone number, including area code: (630)916-6196
                                                    --------------




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                      ITEM 2. DISPOSITION OF ASSETS

     On July 25, 2001, Lexon Technologies, Inc. (the "Company") received a
notice and demand letter from The Miller Group ("Miller") that Miller was
exercising certain of its rights as a secured creditor due to the Company's
default on payments due under a Security Agreement between Miller and Chicago
Map Corporation, the Company's wholly owned subsidiary, dated November 18,
1999 (the "Security Agreement").  The demand letter requires the Company to
assemble all of collateral subject to the Security Agreement and make it
available to Miller.  The demand letter further announces Miller's intention
to dispose of the collateral in a public sale to be held August 14, 2001.

     The collateral subject to the Security Agreement is essentially all of
the assets of Chicago Map Corporation. The Company has unsuccessfully sought
equity and/or debt financing to fund current operations and stave off
creditors. After exploring available alternatives to the seizure of the
affected collateral, the Company has determined that allowing Miller to
proceed is the only option which might permit customers of Chicago Map
Corporation to continue to receive service while the sale is proceeding.

     The complete text of the demand letter is attached as an exhibit to this
filing.  The demand letter includes a detail of the collateral subject to
seizure and sale.

          ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On May 30, 2001, the Company's auditors, Hutton Nelson & McDonald, LLP,
("HN & M") sent the Company a termination notice confirming the cessation of
the client-auditor relationship due to non payment of fees for professional
services rendered during 1999 and 2000. The Company has not attempted to
engage alternative auditors because the Company currently does not have any
funds available to hire such alternative auditors. (See Item 2 above and Item
5 below).

     During the Company's two most recent fiscal years ended December 31, 1998
and 1999, respectively (the "Prior Fiscal Years"), HN & M did not issue any
adverse opinions or disclaimers of opinion or qualify or modify an opinion as
to uncertainty, audit scope, or accounting principles. During  and the interim
period from January 1, 2000 through September 30, 2000 (the "Interim Period"),
HN & M modified its review reports for the six months ended June 30, 2000 and
the nine months ended September 30, 2000, respectively, to include an
explanatory paragraph as to uncertainty about the Company's ability to
continue as a going concern. During the Prior Fiscal Years and the Interim
Period, the Company has had no disagreement with HN & M as to any matter of
accounting principles or practices, financial statements disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of HN &
M, would have caused it to make reference to the subject matter of such
disagreement in connection with its reports for the Prior Fiscal Years.

     There were no "reportable events" as such term is referred to in Item
304(a)(1)(v) of Regulation S-K during either (i) the Prior Fiscal Years or
(ii) the Interim Period.

     The Company has requested that HN & M review the foregoing disclosures
and provide a letter addressed to the Securities and Exchange Commission
stating whether they agree with the above statements and, if  not, stating in
what respects they do not agree.  HN & M's letter is included as an exhibit to
this report on Form 8-K.  The complete text of the termination letter is also
attached as an exhibit to this filing.


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                        ITEM 5. OTHER INFORMATION

     The Company's financial situation is desperate. The assets subject to
seizure by The Miller Group, as detailed in Item 2 above, represent
essentially all of the assets of the Company. Chicago Map Corporation has been
the operating entity for the Company and the seizure of assets means that the
Company will have no operations.

     The directors have explored various alternatives in order to maintain
operations, including capital infusions through debt and/or equity financing,
joint venture business arrangements, and renegotiation of outstanding
liabilities with The Miller Group and other creditors. None of these efforts
have been successful. Management reduced expenses and eliminated employees in
a further effort to control costs and maintain operations.

     Because of the Company's financial straits, the Company has not been able
to pay the professional fees owed to accountants and attorneys for the filing
of its periodic reports with the Securities and Exchange Commission.  The last
report filed was for the quarter ended September 30, 2000. This failure to
file resulted in loss of the listing for the Company's common stock on the
NASD's over-the-counter quotation system in May 2001.

     At this date, the Company's liabilities greatly exceed its assets. The
directors have determined that there are no viable alternatives to a
bankruptcy filing under Chapter 7 of the U.S. Bankruptcy Code, and intend to
make such a filing in the immediate future.


                           ITEM 7. EXHIBITS

     The following exhibits are included as part of this report:

            SEC
Exhibit     Reference
Number      Number      Title of Document                         Location
- -----------------------------------------------------------------------------
99          99          Demand Letter dated July 25, 2001        This filing

16          16.01       Resignation Letter from Hutton Nelson    This filing
                        & McDonald dated May 30, 2001

16          16.02       Letter from Hutton Nelson & McDonald     This filing
                        Relating to its resignation

                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this  report to be signed on its  behalf by the
undersigned, thereunto duly authorized.


LEXON TECHNOLOGIES, INC.

Date: July 31, 2001

/S/Kenneth J. Eaken, President and Chief Executive Officer

EX-16

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EXHIBIT 16.01

Hutton Nelson & McDonald, LLP
Certified Public Accountants
1815 South Meyers Road, Suite 550
Oakbrook Terrace, Illinois 60181-5230

May 30, 2001

Mr. Kenneth J. Eaken
Lexon Technologies, Inc.
1401 Brook Drive
Downers grove, Illinois 60515

Dear Ken:

This letter is to confirm that the client-auditor relationship between Lexon
Technologies, Inc. (Commission File Number 000-24721) and Hutton Nelson &
McDonald, LLP has ceased due to lack of payment of fees for professional
services rendered during 1999 and 2000.

Sincerely,

/S/Keith Freidlein

Hutton Nelson & McDonald, LLP


cc: Office of the Chief Accountant
    SECPS Letter File
    Securities and Exchange Commission
    Mail Stop 9-5
    450 Fifth Street, N.W.
    Washington, D.C. 20549

EX-16

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Exhibit No. 16

Hutton Nelson & McDonald, LLP
Certified Public Accountants


July 31, 2001


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C.  20549

Re: Lexon Technologies, Inc., Commission File Number 000-24721

Dear Sir/Madam:

     We were previously principal accountants for the Company and under the
date of February 18, 2000, except for Note 17 to the consolidated financial
statements as to which the date is March 6, 2000, we reported on the
consolidated financial statements of the Company for the years ended December
31, 1999 and 1998.  On May 30, 2001, we terminated our relationship with the
Company due to non payment for services rendered.

     We have read the Company's statements included under Item 4 of its
current report on Form 8-K dated July 31, 2001, and we agree with such
statements, except that we are not in a position to agree or disagree with the
Company' statement that they
have no funds available to engage alternative auditors.


/S/Keith Freidlein
Nelson & McDonald, LLP
Certified Public Accountants
1815 South Meyers Road, Suite 550
Oakbrook Terrace, Illinois

Telephone (630) 495-5400
Facsimile (630) 495-0561

EX-99

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EXHIBIT 99
Demand Letter

THE MILLER GROUP



July 25, 2001
Lexon Technologies, Inc.
Att:  Ken Eaken, President            Via facsimile: 630.916.6218
Chicago Map Corporation               Original mailed
Att: Ken Eaken, President
1401 Brook Drive
Downers Grove, Illinois  60515

Dear Mr. Eaken:

This letter serves as notice that we are exercising certain of our rights as
secured creditors pursuant to the Security Agreement (the "Security
Agreement"), made and entered into as of the 18th day of November, 1999, by
Chicago Map Corporation, in favor of Miller Capital Corporation, as agent for
the Lenders.

Under Section 8.1 of the Security Agreement, an "Event of Default" has
occurred and is continuing to occur.  Lexon has defaulted on its payment
obligations under the promissory notes issued pursuant to the Securities
Purchase Agreement ("Securities Purchase Agreement") dated as of August 10,
1999, by and among Lexon Technologies, Inc., a Delaware corporation and parent
company of Chicago Map Corporation, Miller Capital Corporation, Stephen A
McConnell, Jock Patton, and Dickerson Wright.  Under Section 8.1(a) of the
Security Agreement, an Event of Default includes "any Event of Default under
and as defined in the Securities Purchase Agreement."

Under Section 8.2 of the Security Agreement, upon the occurrence of any Event
of Default and at any time while such Event of Default is continuing, we have
the right to demand that you assemble the Collateral (as that term is defined
in the Security Agreement), to take possession of the Collateral and to sell
such Collateral at a public or private sale.

Miller Capital Corporation, as agent for the Lenders, hereby demands that you
assemble the Collateral, as identified on Exhibit A hereto, and wherever now
located, and make it available at your offices located at 1401 Brook Drive,
Downers Grove, Illinois.   Please provide a written, detailed listing of the
Collateral and forward it to us via facsimile to (602) 225-9024 as soon as
possible.

Miller Capital Corporation, as agent for the Lenders, currently intends to
dispose of the Collateral in a public sale via telephone at 9:00 a.m., Arizona
time, August 14, 2001, to be held at the offices of Squire, Sanders & Dempsey
L.L.P., 40 North Central Avenue, Suite 2700, Phoenix, Arizona 85004.

As a guarantor of Lexon's obligations under the notes issued pursuant to the
Securities Purchase Agreement, you may pay in full all outstanding amounts due
at any time prior to the disposition date.  If you wish to pay these amounts,
please contact us at (602) 225-0504.

You are entitled to an accounting of the unpaid indebtedness.  The charge for
such an accounting will be $100.   You may request an accounting by calling us
at (602) 225-0504.


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EXHIBIT 99

We also request that you waive your right to notice of disposition of the
collateral pursuant to Section 9-624 of the Uniform Commercial Code of the
State of Illinois.  Under that provision, a debtor may waiver the right to
notification of disposition of collateral only by an agreement to that effect
that is entered into and authenticated after a default.  If you consent,
please sign below and return an originally signed copy to us at:  4909 E.
McDowell Road, Phoenix, Arizona  85008.

If you have any questions, please contact Joel J. Agena, special counsel to
Miller Capital Corporation, at (602) 744-6224.

Thank you.

Sincerely,

/S/Rudy R. Miller
Miller Capital Corporation,
as agent for the Lenders.
Rudy R. Miller

cc:  Joel J. Agena, Esq.

We hereby waive our right to notice of disposition of the collateral pursuant
to Section 9-624 of the uniform commercial code of the State of Illinois.


LEXON TECHNOLOGIES, INC.



/S/Kenneth J. Eaken
By: Kenneth J. Eaken
Title: President
Dated July 27, 2001

CHICAGO MAP CORPORATION


/S/Kenneth J. Eaken
By: Kenneth J. Eaken
Title: President
Dated July 27, 2001


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EXHIBIT 99


EXHIBIT A

COLLATERAL


All of the property described below in, to or under which Chicago Map
Corporation ("Debtor") now has or hereafter acquires any right, title or
interest, whether present, future or contingent, and in Debtor's expectancy to
acquire such property (all of the property described on this schedule is
herein called the "Collateral"):

1. All accounts, receivables, contract rights, rights to payment, documents of
title, deposit accounts, certificates of deposit, investment property,
intellectual property, general intangibles, instruments, documents and chattel
paper (including all accounts receivable, notes, drafts, lease agreements and
security agreements), and all goods, if any, represented thereby, whether now
existing or hereafter acquired or created from time to time in the course of
Debtor's business;

2. All inventory now owned or hereafter acquired, including all goods held for
sale or lease in Debtor's business, as now or hereafter conducted, and all
materials, work in process and finished goods used or to be consumed in
Debtor's business (whether or not the inventory is represented by warehouse
receipts or bills of lading or has been or may be placed in transit or
delivered to a public warehouse);

3. All equipment now owned or hereafter acquired, including all furniture,
fixtures, furnishings, vehicles (whether titled or non-titled), machinery,
materials and supplies, wherever located, including but not limited to such
items described on the collateral schedule (if any) attached hereto and by
this reference made a part hereof, together with all parts, accessories,
attachments, additions thereto or replacements therefor;

4. All negotiable and nonnegotiable documents of title;

5. All monies, securities, instruments, documents and chattel paper now held
by or hereafter delivered to Secured Party, together with all property rights
and security interests evidenced thereby, all increases thereof (including,
without limitation, stock dividends), all profits therefrom and all
transformations thereof, including but not limited to such items described on
the collateral schedule (if any) attached hereto and by this reference made a
part hereof;

6. All tax refund claims, all policies or certificates of insurance covering
any of the Collateral, all contracts, agreements or rights of indemnification,
guaranty or surety relating to any of the Collateral, and all claims, awards,
loss payments, proceeds and premium refunds that may become payable with
respect to any such policies, certificates, contracts, agreements or rights;

7. All ledger cards, invoices, delivery receipts, worksheets, books of
accounts, statements, correspondence, customer lists, files, journals, data,
ledgers and records in any form, written or otherwise, including any computer
readable memory and any computer hardware or software necessary to utilize,
create, maintain and process such memory related to any of the Collateral;


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EXHIBIT 99

8. Tradenames, trademarks, service marks, logos, insignia and other
distinctive marks or names (subject to any franchise or license agreements
relating thereto);

9. All claims for loss or damage to or in connection with any of the
Collateral, all other claims in any form for the payment of money, including
tort claims, and all rights with respect to such claims and all proceeds
thereof;

10. All attachments, accessions, tools, parts, supplies, increases and
additions to and replacements, extensions, renewals, modifications of and
substitutions for any of the Collateral; and

11. All products and proceeds of the Collateral, in any form, including all
proceeds received, due or to become due from any sale, lease exchange or other
disposition of any of the Collateral, whether such proceeds are cash or
noncash in nature or are represented by checks, drafts, notes or other
instruments for the payment of money.